Terms and Conditions
Select Timbers Australia Pty Ltd T/A Havwoods Australia (Havwoods) – Terms & Conditions of Trade
1.1 “Havwoods” means Select Timbers Australia Pty Ltd ATF The Select Unit Trust T/A Havwoods, its successors and assigns or any person acting on behalf of and with the authority of Select Timbers Australia Pty Ltd ATF Select Unit Trust T/A Havwoods.
1.2 “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3 “Goods” means all Goods or Services supplied by Havwoods to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Havwoods and the Customer in accordance with clause 4 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the consent of both parties in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Havwoods.
2.3 These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on Havwoods’ website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
2.4 Havwoods retains the right to change specifications without notice in accordance with its policy of continued product development.
2.5 The Customer accepts and acknowledges that supply of certain species of timber may be restricted from time to time due to lack of resource and circumstances beyond Havwoods control.
2.6 The Customer accepts that it shall be the sole responsibility of the Customer (or the Customer’s agent) to ascertain prior to placement of any order with Havwoods any specific standards, requirements or ratings (e.g. Fire and Slip ratings) that any Goods to be supplied by Havwoods are expected to comply with (particularly in respect of any application that the Goods are to be used for, or any specific end result that the Customer expects the Goods to achieve), and must advise Havwoods of the same (in writing) when placing any order. Under no circumstances whatsoever will any liability be accepted by Havwoods should Goods supplied subsequently prove to be unsuitable for the end result that the Customer is trying to achieve or does not meet any standard or rating that the Customer is required to comply with, except where it can be clearly determined that the Goods supplied did not meet the Customer’s requirements as were specified in the Customer’s order.
2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act
3. Change in Control
3.1 The Customer shall give Havwoods not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by Havwoods as a result of the Customer’s failure to comply with this clause.
4. Price and Payment
4.1 At Havwoods’ sole discretion the Price shall be:
(a) as indicated on any invoice provided by Havwoods to the Customer;
(b )the Price as at the date of delivery of the Goods according to Havwoods’ current price list;
(c) Havwoods’ quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
4.2 Havwoods reserves the right to change the Price if a variation to Havwoods’ quotation is requested. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation as a result of additional works required due to hidden or unidentifiable difficulties such as floor preparation, rotten floor boards, cleaning, extra rooms, additional Goods required, take-up and disposal of old floor coverings, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges, inaccurate measurements provided by the Customer or as a result of increases to Havwoods in the cost of Goods and labour) shall allow Havwoods the right to halt all Services until such time as Havwoods and the Customer agree to changes to the plans and/or specifications as outlined in the quotation to incorporate such variances. Variations will be charged for on the basis of Havwoods’ quotation, and will be detailed in writing, and shown as variations on Havwoods’ invoice. The Customer shall be required to respond to any variation submitted by Havwoods within ten (10) working days. Failure to do so will entitle Havwoods to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
4.3 At Havwoods’ sole discretion a non-refundable deposit may be required.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Havwoods, which may be:
(a) thirty (30) days following the date of the invoice;
(b) the date specified on any invoice or other form as being the date for payment; or
(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Havwoods.
4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction) or by any other method as agreed to between the Customer and Havwoods.
4.6 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Havwoods nor to withhold payment of any invoice because part of that invoice is in dispute.
4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Havwoods an amount equal to any GST Havwoods must pay for any supply by Havwoods under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
5.1 The Services commencement date will be put back and the building period extended by whatever time is reasonable in the event that Havwoods claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond Havwoods’ control including but not limited to any failure by the Customer to:
(a) make a selection; or
(b) have the site ready for installation; or
(c) notify Havwoods that the site is ready.
5.2 Subject to clause 5.2 it is Havwoods’ responsibility to ensure that the Services start as soon as it is reasonably possible.
5.3 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at Havwoods’ address; or
(b) Havwoods (or Havwoods’ nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
5.4 At Havwoods’ sole discretion the cost of delivery is in addition to the Price.
5.5 The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then Havwoods shall be entitled to charge a reasonable fee for redelivery and/or storage.
5.6 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that;
(a) such discrepancy in quantity shall not exceed 5%, and
(b) the Price shall be adjusted pro rata to the discrepancy.
5.7 Any time or date given by Havwoods to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and Havwoods will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
6.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Havwoods is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Havwoods is sufficient evidence of Havwoods’ rights to receive the insurance proceeds without the need for any person dealing with Havwoods to make further enquiries.
6.3 If the Customer requests Havwoods to leave Goods outside Havwoods’ premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
6.4 The Customer acknowledges and accepts that:
(a) Goods supplied may:
(i) exhibit variations in shade, colour, texture, surface, finish, markings and may contain natural fissures, occlusions, lines, indentations and may fade or change colour over time; and
(ii) mark or stain if exposed to certain substances; be damaged or disfigured by impact or scratching; and
(b) skirting Boards/Kick Boards may exhibit some markings on these surfaces due to the necessity of high speed sanding equipment to be operated right up to the skirting to achieve the best possible result; and
(c) coatings may reject Polyurethane with some chemical substances for example, old wax, polish, oils and even natural resins in timber. Any subsequent recoats necessary to rectify this occurrence may be charged for; and
(d) beadings, trim and/or silicone is not included unless specified in the quotation; and
(e) different types of old floor coverings for example “Black Japan”, old coatings or wax may produce a “two tone” effect in some older timbers, which cannot be sanded out; and
(f) movement between boards may stretch polyurethane and cause an opaque line;
(g) gaps between boards may cause ‘quilting’; and
(h) swirling marks from rotary equipment is a normal part of the sanding process and can bevisible under certain lighting; and
(i) some existing stains and markings (such as black marks around nails and water marks) on the floorboards cannot be removed; and
(j) cupping of timber can occur after sanding and polishing due to moisture levels in timber; and
(k) edge bonding is a consequence of timber shrinkage and the boards been stuck together with the polyurethane and is not a result of the services provided by Havwoods.
6.5 Timber is a hydroscopic material subject to expansion and contraction, therefore, Havwoods will accept no responsibility for gaps that may appear in the flooring during prolonged dry periods or swelling and/or cupping caused by moisture and periods of high humidity.
6.6 Havwoods shall not be liable for any damage or inconsistencies in the floor boards caused by air-conditioning, air flow, sun exposure, and dust in the air, heating or large expanses of glass windows without curtains or blinds, or any other site conditions that affect the completed condition of the floors.
6.7 Whilst Havwoods will take all due care to avoid contamination of the finished surface, Havwoods accepts no responsibility for contamination by natural contaminates such as dust or hair which may be present at the worksite.
6.8 Havwoods will only inspect or view a timber floor from a standing position, as this is generally how you will be living on it. Minor marks or slight imperfections in the floor finish that can only be viewed from a crouching or kneeling position will not be considered defects.
7. Customers Responsibilities
7.1 It is the Customers responsibility to;
(a) have all areas clean and clear to enable scheduled work to be completed in accordance with the schedule of installation; and
(b) remove all existing floor coverings, tacks and staples; and
(c) fully disclose any information that may affect Havwoods’ installation procedures (including, but not limited to, disclosing known breaks or tears in the membrane, extensions of existing slabs, thickened beams, curing compounds that may have been used or the use of concrete over 25mpa); and.
(d) ensure the sub-floor is adequately ventilated and is structurally sound; and
(e) ensure that the levels of a sub-floor are satisfactory as the floor coverings can only follow the contours of the sub-floor and will not correct unevenness; and
(f) remove all fragile items such as glassware, crockery, pot plants, furniture and ornaments. Breakages and damages are the responsibility of the Customer. All care taken but no responsibility accepted by Havwoods in this regard; and
(g) provide adequate dustsheets to protect the Customers furniture and décor. Havwoods will not accept any responsibility for cleaning or repair costs attributed to dust or damage caused by any sanding process. Flaking or crumbing walls should be temporarily covered by the Customer, until the coatings are dry; and
(h) extinguish all naked flames prior to coating including but not limited to pilot lights heaters etc; and
(i) supply a 15 amp/240 volt electrical power source to within 20 metres of the project; and
(j) ensure that full and final lighting as designed for the completed project is fully operational prior to sanding works commencing, and are made available for use at no cost for the duration of the project. Any costs incurred by Havwoods will be invoiced to the Customer should this requirement not be met; and
(k) make the premises available on the agreed date and time. If installation is interrupted by the failure of the Customer to adhere to the installation schedule agreed to between Havwoods and the Customer, any additional costs will be invoiced to the Customer as an extra; and
(l) Havwoods is not insured to remove furniture or fittings and will not do so, nor is Havwoods licensed to move gas or electrical appliances.
7.2 The Customer agrees to indemnify Havwoods against any claims howsoever arising from the provisions in clause 7.
8.1 The Customer shall ensure that Havwoods has clear and free access to the work site at all times to enable them to undertake the works. Havwoods shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Havwoods.
9. Compliance with Laws
9.1 The Customer and Havwoods shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Goods/Services.
9.2 The Customer shall obtain (at the expense of the Customer) all licenses, permits, approvals etc. that may be required for the Goods/Services.
9.3 The Customer agrees that the site where Services are being supplied will comply with any work, health and safety laws and any other relevant safety standards or legislation.
10. Customers Disclaimer
10.1 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to him by any servant or agent of Havwoods and the Customer acknowledges that he buys the Goods relying solely upon his own skill and judgement and that Havwoods shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Manufacturer which warranty shall be personal to the Customer and shall not be transferable to any subsequent Customer.
11.1 Havwoods and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid Havwoods all amounts owing to Havwoods; and
(b) the Customer has met all of its other obligations to Havwoods.
11.2 Receipt by Havwoods of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
11.3 It is further agreed that:
(a) until ownership of the Goods passes to the Customer in accordance with clause 11.1 that the Customer is only a bailee of the Goods and must return the Goods to Havwoods on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Havwoods and must pay to Havwoods the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Havwoods and must pay or deliver the proceeds to Havwoods on demand.
(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Havwoods and must sell, dispose of or return the resulting product to Havwoods as it so directs.
(e) the Customer irrevocably authorises Havwoods to enter any premises where Havwoods believes the Goods are kept and recover possession of the Goods.
(f) Havwoods may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant norotherwise give away any interest in the Goods while they remain the property of Havwoods.
(h) Havwoods may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by Havwoods to the Customer.
12.3 The Customer undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Havwoods may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);
(b) indemnify, and upon demand reimburse, Havwoods for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Havwoods;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Havwoods;
(e) immediately advise Havwoods of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
12.4 Havwoods and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement crea